FORM 8-K |
ELECTRO SCIENTIFIC INDUSTRIES, INC. | ||
(Exact name of registrant as specified in its charter) | ||
OREGON | 0-12853 | 93-0370304 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
13900 NW Science Park Drive, Portland, Oregon | 97229 | |||
(Address of principal executive offices) | (Zip Code) |
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Item 5.07 | Submission of Matters to a Vote of Security Holders. |
Proposal 1 | To elect the five directors named in the proxy statement for a term of one year. John Medica, Raymond A. Link, Laurence E. Cramer, David Nierenberg and Richard H. Wills are nominees for election for one year terms. |
Proposal 2 | To approve an amendment to the Company’s 2004 Stock Incentive Plan to increase the annual per-employee share limitation for restricted stock and restricted stock units to 400,000 shares and increase the annual maximum number of shares that qualify as performance-based awards under Section 162(m) of the Internal Revenue Code to 400,000 shares. |
Proposal 3 | To approve, on an advisory basis, the compensation of our named executive officers. |
Election of Directors for One-Year Term | For | Withheld | Broker Non-Votes | ||
John Medica | 22,587,861 | 512,992 | — | ||
Raymond A. Link | 22,523,668 | 577,185 | — | ||
Laurence E. Cramer | 22,210,632 | 890,221 | — | ||
David Nierenberg | 22,390,690 | 710,163 | — | ||
Richard H. Wills | 22,483,124 | 617,729 | — |
Amendment of Stock Incentive Plan | For | Against | Abstain | Broker Non-Votes | |||
20,728,725 | 2,326,588 | 45,540 |
Advisory Vote on Executive Compensation | For | Against | Abstain | Broker Non-Votes | |||
21,464,585 | 1,455,471 | 180,797 |
Item 9.01 | Financial Statements and Exhibits |
Exhibit 10.1 | 2004 Stock Incentive Plan |
Electro Scientific Industries, Inc. | |||
By: | /s/ Edward C. Grady | ||
Name: | Edward C. Grady | ||
Title: | President and Chief Executive Officer |